DATAWORKS GROUP LIMITED — Director's Dealing 2020

Oct 22, 2020

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity IXUP Limited ABN 85 612 182 368

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Marcus Gracey
Date of appointment	22 October 2020

Part 1 ‐ Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

Nil

• See chapter 19 for defined terms.

11/3/2002

Appendix 3X Page 1

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of	Number & class of Securities
interest
Note: Provide details of the circumstances giving rise
to the relevant interest.
Add Ventures Pty Ltd	10,000,000 unlisted options each exercisable at8 cents per option, expires 22 October 2022
Mr M & Mr A Gracey <MillenniumFalcon S/F>	1,500,000 fully paid ordinary shares

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail	of contract	of contract	of contract		Under the terms contained in Mr Gracey’s letter of appointment
					with IXUP Ltd, Mr Gracey receives AUD$60,000 per annum
					(inclusive of superannuation); an initial grant of 10,000,000
					unlisted options (which are described at Part 2 above); and a
					grant of 18,000,000 performance rights, subject to shareholder
					approval.
Nature of interest					Mr Gracey is to receive a grant of 18,000,000 Performance
					Rights, subject to shareholder approval, in 3 tranches with various
					vesting conditions as follows:
					6,000,000 Tranche 1 Performance Rights which vest on the last to
					occur of: 12 months of continuous service from the date of
					appointment; and (ii) the 20-day VWAP of the Company's shares
					being equal to or greater than $0.075;
					6,000,000 Tranche 2 Performance Rights which vest on the last to
					occur of: (i) the date the customer goes live on commercial use of
					the Company’s core technology pursuant to a commercial
					contract (for avoidance of doubt where the commercial
					transaction includes a proof of concept or trial period in the
					commercial contract the milestone will only be met when the
					customer decides to proceed with the full commercial roll out as
					contemplated in the commercial contract); (ii) the 20 day VWAP of
					the Company's shares being equal to or greater than $0.10; and
					6,000,000 Tranche 3 Performance Rights which vest on the last
					to occur of: (i) IXUP achieving revenue in any financial year
					equal to, or greater than, $5.0million; and (ii) the 20 day VWAP
					of the Company's shares being equal to or greater than $0.125.
Name	of	registered			N/A
holder		(if	issued
securities)
No.	and	class		of	18,000,000 Performance Rights (subject to shareholder approval
securities		to	which		being obtained).
interest relates

• See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002